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Proxima Requisitions General Meeting to restore value at JKX
London, 11th December 2015. Proxima Capital Group ("Proxima" or "PCG"), the independent investment firm, and the beneficial owner of 19.92% of the share capital of JKX Oil & Gas plc ("JKX" or "the company"), has delivered a requisition to JKX to call a general meeting ("GM") to give shareholders the opportunity to vote on a new direction for the company.
Details of our requisition, which we have not yet discussed with any other shareholders, are set out below. We will be writing a letter to shareholders of JKX in due course to set out further details of our turnaround proposal, and we look forward to communicating with them and other stakeholders about our strategy to save the company, and to gather additional views on how we can restore JKX to profit and growth.
Our requisition proposes that the Board is reduced in size from nine to seven members, with all four executive members of the Board replaced along with three of the non-executive directors, Lord Oxford, Mr Nigel Moore and Mr Dipesh Shah.
PCG has proposed the following candidates, all of whom are wholly independent of PCG, to be appointed to the board in the following capacities:
• Paul Ostling, to be chairman. Former global COO of Ernst & Young, extensive board experience on international blue-chips in the UK, US and Russia.
• Tom Reed, to be CEO. Over 20 years of business and energy experience in the region.
• Russell Hoare, to be CFO. Qualified UK Chartered Accountant. Over 15 years' experience of Russia, Ukraine and CIS.
PCG has also proposed two candidates to represent it on the board:
• Vladimir Tatarchuk, CEO PCG. Nearly 20 years' experience in finance sector in Russia and Ukraine, including senior positions at Alfa Bank and Deputy Chairman of VTB Bank
• Vladimir Rusinov, Managing Director PCG. 20 years' in investment banking in the global and CIS oil & gas sector with Goldman Sachs, Merrill Lynch, ABN AMRO and Renaissance Capital
Commenting on the announcement, Vladimir Tatarchuk, the CEO of PCG, said, "We are asking the shareholders of JKX to act now to save their company. The current JKX management have had their chance to demonstrate their ability to run the company properly and to realise its true value. Yet despite numerous promises of improvement, they have continually failed to do so. They have rebuffed our offers of greater engagement and the benefit of our expertise. The time has come for the company to be given fresh direction by a new independent and professional leadership team, which is ready to roll up its sleeves on the ground, to stop the destruction of value and to rebuild the company for the benefit of all shareholders. In the coming weeks, we look forward to communicating our key proposals for turning the company around, and opening up a constructive dialogue around the company's future with all stakeholders."
Paul Ostling, PCG's nomination for independent non-executive chairman, added, "JKX's share price has fallen by over 90% over the past five years and it has underperformed against virtually all its peers. The poor performance cannot solely be explained away by the fall in oil price or the geopolitical situation. In fact there has been a seemingly irreparable breakdown in the relationships between the company and all of its key stakeholder groups. It would appear that the time has come to change the management team and ensure it is better equipped to restore value and to meet the challenges ahead."
Tom Reed, PCG's nomination for CEO, said, "The company seems to have spent large amounts of money for scant return and appears to have missed every significant target it has set itself. It is clear that there now needs to be a thorough review of operations, a renewed focus on core assets and a prioritization of relationships with the relevant local authorities and key stakeholders by a new leadership team."
PCG is an independent investment firm that focuses on providing complex financial solutions and turnaround management acting as both a principal and an adviser. It consists of a team of professionals experienced in investment banking, commercial banking, corporate finance, and law with singular experience of operating successfully in Russia, Ukraine and the broader CIS.
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